Exhibit 3

                                        Adopted:    January 15, 1976
                                         As Amended: February 23, 1976
                                                     April 13, 1976
                                                     April 12, 1977
                                                     July 12, 1979
                                                     July 14, 1987
                                                     April 12, 1988
                                                     April 16, 1991
                                                     July 18, 1995
                                                     April 16, 1997


                                 BYLAWS

                                   OF

                         TAMPA ELECTRIC COMPANY

                                ARTICLE I            April 16, 1991

                        Name and Principal Office

   The  name of the Company is Tampa Electric Company, and its principal
office is in Tampa, Florida.

                               ARTICLE II
                              Shareholders

   SECTION  2.1.    Shareholders'   Meetings.    All  meetings   of  the
shareholders  shall  be  held  at the principal office of the Company in
Tampa,  Florida,  except in cases in which the notice thereof designates
some  other  place  which  may  be either within or without the State of
Florida.

   S E CTION  2.2.    Annual  Meetings.    The  annual  meeting  of  the
shareholders of the Company shall be held on the second Tuesday in April
in each year if not a legal holiday, and if a legal holiday, then on the
next  succeeding  Tuesday  not  a legal holiday at such time as shall be
stated  in  the notice thereof for the purpose of electing Directors and
for  the  transaction  of  such  other  business  as may come before the
meeting.    In  the event that such annual meeting should for any reason
not  be  held on the date herein provided therefor, a special meeting in
lieu  of such annual meeting may be held in place thereof, and any busi-
ness  transacted  or elections held at such meeting shall be as valid as
if transacted or held at the annual meeting.  Such special meeting shall
be  called  in  the  same  manner as provided in Section 2.3 for special
meetings of the shareholders.

   SECTION 2.3.  Special Meetings.  Special meetings of the shareholders
of  the  Company  shall  be  held whenever called by the Chief Executive
Officer,  the  President, any Vice President, the Board of Directors, or
the  holder  or  holders of not less than one-tenth of the capital stock


                                  - 20 -<PAGE>


                                                               Exhibit 3

issued  and  outstanding and entitled to vote thereat, or at the request
of such holder or holders by the Secretary or an Assistant Secretary.

   SECTION  2.4.   Notice of Meeting.  Written notice of each meeting of
shareholders  stating the date, time and place of the meeting and in the
case of a special meeting, the purpose or purposes for which the meeting
is  called shall be delivered not less than ten (10) nor more than sixty
(60)  days  before the date of the meeting either personally or by first
class mail by or at the direction of the President, the Secretary or the
officer  or  other  persons  calling  the meeting to each shareholder of
record  entitled  to  vote  at  such meeting; and the person giving such
notice shall make affidavit in relation thereto.

                                                     April 16, 1991

   SECTION  2.5.  Waivers of Notice.  Whenever any notice is required to
be given to any shareholder of the Company under the provisions of these
Bylaws,  the  Certificate  of  Reincorporation  or  the Florida Business
Corporation  Act,  as  the  same  may  be from time to time in effect, a
waiver  thereof  in  writing signed by the person or persons entitled to
such  notice  either  before,  at  or  after the meeting shall be deemed
equivalent to the giving of such notice.

   A  shareholder's  attendance  at  a meeting:  (a) waives objection to
lack   of  notice  or  defective  notice  of  the  meeting,  unless  the
shareholder  at  the  beginning  of  the  meeting objects to holding the
meeting  or transacting business at the meeting; or (b) waives objection
to  the  consideration of a particular matter at the meeting that is not
within  the  purpose or purposes described in the meeting notice, unless
the shareholder objects to considering the matter when it is presented.

   SECTION   2.6.    Quorum.    Except  as  otherwise  provided  in  the
Certificate  of  Reincorporation  at  any meeting of the shareholders, a
majority  of  the  outstanding shares of the stock of the Company issued
and  outstanding  and  entitled  to  vote represented by shareholders of
record  in  person  or  by  proxy  shall  constitute  a  quorum  for the
transaction  of  business  at any meeting of the shareholders, but in no
event  shall  a  quorum  consist  of  less  than one-third of the shares
entitled to vote at the meeting.  Except as otherwise provided by law or
in  the  Certificate  of Reincorporation when a quorum is present at any
meeting,  a  majority  of the stock represented thereat shall decide any
question properly brought before such meeting.

                                                     April 16, 1991

   SECTION  2.7.    Voting and Proxies.  Each share of stock entitled to
voting privileges shall entitle the holder of record thereof to one vote
upon  each  proposal presented at any meeting of the shareholders except
as    otherwise   provided   in   the  Certificate  of  Reincorporation.
Shareholders  of  record entitled to vote may vote at any meeting either
in  person  or  by  attorney-in-fact  or  by written proxy signed by the
shareholder  or  his duly authorized attorney-in-fact, which proxy shall
be filed with the Secretary of the meeting before being voted.

                                  - 21 -<PAGE>


                                                               Exhibit 3

   SECTION  2.8.  Fixing Record Date or Closing Transfer Books.  For the
purpose  of determining shareholders entitled to notice of or to vote at
any  meeting  of shareholders or any adjournment thereof, or entitled to
receive  payment of any dividend, or in order to make a determination of
shareholders  for  any  other purpose, the Board of Directors may fix in
advance  a  date  as  the  record  date  for  any  such determination of
shareholders,  such date in any case to be not more than sixty (60) days
and for the purpose of determining shareholders entitled to notice of or
to  vote at a meeting of shareholders, not less than ten (10) days prior
to  the date on which the particular action requiring such determination
of  shareholders  is  to be taken.  In lieu of fixing a record date, the
Board  of  Directors  may provide that the stock transfer books shall be
closed  for  a  stated  period not to exceed sixty (60) days and for the
purpose  of determining shareholders entitled to notice of or to vote at
a meeting of shareholders, not less than ten (10) days prior to the date
on    which  the  particular  action  requiring  such  determination  of
shareholders is to be taken.

   If no record date is so fixed and the stock transfer books are not so
closed  by the Board of Directors, the record date for the determination
of  shareholders  entitled  to  notice  of  or  to  vote at a meeting of
shareholders,  or  entitled to receive payment of a dividend, or for any
other  purpose  shall  be the day on which the notice of such meeting is
mailed  or  on  which the resolution of the Board of Directors declaring
such  dividend  is  adopted,  as  the  case  may be.  A determination in
accordance with this Section 2.8 of shareholders entitled to vote at any
meeting  of  shareholders  shall apply to any adjournment thereof unless
the  Board  of  Directors  fixes  a  new  record  date for the adjourned
meeting.

   SECTION  2.9.    Rights of Preferred Shareholders.  The provisions of
these  Bylaws  shall  at  all  times be subject to such voting and other
rights  of  the  holders of the Preferred Stock of the Company as may be
provided by the Certificate of Reincorporation and the laws of Florida.

                               ARTICLE III
                           Board of Directors

   SECTION  3.1.   General Powers.  All business of the Company shall be
managed  by  its  Board  of Directors who shall have full control of the
affairs  of  the  Company  and  may  exercise  all  its powers except as
otherwise  provided  by  law  and in the Certificate of Reincorporation.
The  Board of Directors shall have the authority to fix the compensation
of  the  Directors  unless  otherwise  provided  in  the  Certificate of
Reincorporation.

                                                     February 23, 1976
                                                     April 13, 1976

   SECTION  3.2.    Number,  Qualifications  and  Tenure.  The number of
Directors  of the Company, which number shall be not less than three nor
more than fifteen, shall be fixed from time to time by resolution of the
Board of Directors.  The Directors of the Company shall be chosen at the

                                  - 22 -<PAGE>


                                                               Exhibit 3

annual  meeting  of  the  shareholders  (or at any meeting held in place
thereof  as hereinbefore provided).  Each Director shall serve until the
next  succeeding  annual meeting of shareholders and until his successor
shall  have  been  duly  elected  and  qualified  or  until  his earlier
resignation,  removal  from  office or death.  All Directors shall be of
full  age.    Directors  need  not  be  shareholders  of the Company nor
residents of the State of Florida.

   SECTION 3.3.  Chairman.  The Board of Directors in its discretion may
elect  a  Chairman  of  the  Board  of  Directors who when present shall
preside  at  all  meetings  of  the  Board and who shall have such other
powers as may at any time be prescribed by these Bylaws and by the Board
of Directors.

                                                     July 18, 1995

   SECTION  3.4.   Meetings.  Regular meetings of the Board of Directors
shall  be held in such places and at such times either within or without
the  State  of  Florida  as  the  Board  may  by  vote from time to time
determine;  and  if  so  determined,  no  notice  thereof need be given.
Special  meetings  of  the Board of Directors may be held at any time or
place  either  within or without the State of Florida whenever called by
the  Chief  Executive Officer, the President, a Vice President or two or
more  Directors.  Notice of a special meeting stating the date, time and
place  of  the  meeting  shall be given by the Secretary or an Assistant
Secretary or officer calling the meeting to each Director either by mail
not less than 48 hours before the time of the meeting or by telephone or
facsimile  or other form of electronic communication on 24 hours' notice
or  on such shorter notice as the person or persons calling such meeting
may deem necessary or appropriate in the circumstances.  Notwithstanding
the  foregoing,  special  meetings  may  be  held  without notice to any
Director  provided such Director is present at such meeting (except when
such  Director  states, at the beginning of the meeting or promptly upon
arrival  at  the  meeting,  any objection to the transaction of business
because the meeting is not lawfully called or convened) or waives notice
thereof in writing either before or after the meeting.

   SECTION  3.5.    Quorum.   A majority of the Board of Directors shall
constitute a quorum for the transaction of business, but a lesser number
may  fill vacancies on the Board of Directors as provided in Section 3.6
of  these Bylaws; and a majority of Directors present though less than a
quorum  may  adjourn  any meeting of the Board of Directors from time to
time to another time and place; and the meeting may be held as adjourned
without further notice.  Except as otherwise provided by the Certificate
of  Reincorporation  (in  particular  Article NINTH (5) thereof), when a
quorum  is  present  at  any  meeting,  a  majority  of  the  members in
attendance thereat may decide any question brought before such meeting.

   SECTION  3.6.    Vacancies.    Except  as  otherwise  provided by the
Certificate   of  Reincorporation  (in  particular  Article  THIRD  (3),
Paragraph 3.05 thereof), if the office of any Director becomes vacant by
reason of death, resignation, removal, disqualification, increase in the
number of Directors or otherwise, a majority of the remaining Directors,

                                  - 23 -<PAGE>


                                                               Exhibit 3

although  less  than  a  quorum, may elect a successor or successors who
shall   hold  office  until  the  next  election  of  Directors  by  the
shareholders.

   SECTION 3.7.  Executive and Other Committees.  The Board of Directors
may  by  resolution adopted by a majority of the full Board of Directors
designate from their number an Executive Committee and one or more other
committees,  each  of which to the extent provided by such resolution or
these  Bylaws  and  permitted  by the laws of Florida shall have and may
exercise  the  powers of the Board of Directors when the Board is not in
session  in  the  management  of  the business of the Company.  All such
committees  shall report to the Board at or prior to each meeting of the
Board all action taken by said committees since the preceding meeting of
the  Board.    Each  such  committee  may make rules for the holding and
conduct of its meetings and the keeping of the records thereof.

   The Board of Directors may by resolution adopted by a majority of the
full  Board  of  Directors  designate one or more Directors as alternate
members  of any such committee who may act in the place and stead of any
member  absent  or  disqualified  from  voting  at  any  meeting of such
committee.

                                                     April 16, 1991

   SECTION 3.8.  Consent in Lieu of Meeting.  Any action of the Board of
Directors  or of any committee thereof which is required or permitted to
be  taken at a meeting may be taken without a meeting if written consent
setting  forth the action so to be taken is signed by all of the members
of the Board or the committee, as the case may be.

                               ARTICLE IV
                                Officers
                                                     July 14, 1987
                                                     April 16, 1991
                                                     April 16, 1997

   SECTION  4.1.  Election.  (Appointment).  The officers of the Company
shall  be  a President, a Treasurer, a Secretary, such other officers as
the Board of Directors may in its discretion elect or appoint including,
but  not  limited  to,  a  Chairman  of  the Board, Vice Presidents, and
assistant  officers, and such assistant officers as the President may in
his  discretion appoint.  The officers elected or appointed by the Board
of  Directors  shall  be  elected or appointed by the Board of Directors
from  time-to-time,  and a regular meeting of the Board of Directors may
be  held  without  notice  for this purpose immediately after the annual
meeting  of  the shareholders and at the same place.  Assistant officers
may be appointed by the President from time-to-time.  All officers shall
hold  office  until  their  successors shall be elected or appointed and
shall qualify or until their earlier resignation, removal from office or
death.    Any  vacancy  however  occurring  in the offices of President,
Treasurer  or  Secretary  shall be, and any vacancy however occurring in
any  other office may be, filled by the Board of Directors.  Any vacancy


                                  - 24 -<PAGE>


                                                               Exhibit 3

however  occurring  in  the  offices  of  assistant officers may also be
filled by the President.

   The  Board of Directors or the President may in their discretion from
time-to-time also appoint divisional officers.


   SECTION  4.2.  Eligibility.  Officers of the Company may be, but need
not  be,  Directors  of  the  Company.   Any person may hold two or more
offices.

   SECTION  4.3.  President and Vice Presidents.  The President shall be
the  chief operating officer of the Company and subject to the direction
of  the  Board  of  Directors  shall supervise the administration of the
business and affairs of the Company.  The President shall have the power
to  sign  certificates  of  stock,  bonds,  deeds  and contracts for the
Company  and  such  other  powers  and  duties  as  may  at  any time be
prescribed by these Bylaws and by the Board of Directors.

   Except  as  expressly  limited by vote of the Board of Directors, any
Vice  President  shall  perform  the  duties  and have the powers of the
President  during the absence or disability of the President, shall have
the  power  to sign certificates of stock, bonds, deeds and contracts of
the  Company,  and  shall  perform such other duties and have such other
powers as the Board of Directors shall from time to time designate.

   SECTION  4.4.    Secretary.    The  Secretary of the Company shall be
present  at all meetings of the shareholders, the Board of Directors and
the  Executive Committee, respectively, shall keep an accurate record of
the  proceedings  at  such  meetings in books provided for that purpose,
which  books shall be opened at all times during business hours for such
inspection  as  is  required  by law, shall with the President or a Vice
President  sign  certificates  of  stock,  shall  perform all the duties
commonly  incident to his office and shall perform such other duties and
have such other powers as the Board of Directors shall from time to time
designate.    An  Assistant  Secretary  or  a  Secretary pro tempore may
perform any of the Secretary's duties.

   SECTION  4.5.    Treasurer.    The  Treasurer shall have the care and
custody  of  the  funds of the Company and shall have and exercise under
the  supervision  of  the  Board  of Directors all the powers and duties
commonly incident to his office and shall give bond in such sum and with
such  sureties  as  may be required by the Board of Directors.  He shall
have  the  custody  of  all  the  money,  funds  and valuable papers and
documents  of the Company except his own bond, if any, which shall be in
the  custody  of  the Chief Executive Officer.  He shall deposit all the
funds  of  the  Company  in  such  bank or banks, trust company or trust
companies  or  with  such  firm or firms doing a banking business as the
Directors shall designate.  He may endorse for deposit or collection all
notes,  checks,  drafts  and other obligations payable to the Company or
its  order.    He  may  issue  notes  and accept drafts on behalf of the
Company,  and  he  shall keep accurate books of account of the Company's
transactions  which  shall  be  the property of the Company and together

                                  - 25 -<PAGE>


                                                               Exhibit 3

with all its property in his possession shall be subject at all times to
the inspection and control of the Directors.

                                ARTICLE V            April 12, 1977
                             Indemnification         April 12, 1988
                                                     April 16, 1991
                                                     April 16, 1997

   Any  person  who  is  or  was an officer, director or employee of the
Company  and  who  is  or  was  a  party  to  any threatened, pending or
completed  proceeding,  by reason of the fact that he is or was a direc-
tor,  officer  or  employee  of  the Company or is or was serving at the
request  of  the  Company  as  a director, officer, employee or agent of
another  corporation,  partnership, joint venture, trust or other enter-
prise,  shall be indemnified by the Company to the full extent permitted
by  law against all expenses and liabilities incurred in connection with
such  proceeding, including any appeal thereof.  Such persons shall also
be  entitled to advancement of expenses incurred in defending a proceed-
ing  in advance of its final disposition to the full extent permitted by
law, subject to the conditions imposed by law.

   Any  indemnification  or advance of expenses under this article shall
be  paid promptly, and in any event within 30 days, after the receipt by
the Company of a written request therefor from the person to be indemni-
fied,  unless  with respect to a claim for indemnification the person is
not  entitled  to  indemnification under this article.  Unless otherwise
provided  by  law, the burden of proving that the person is not entitled
to indemnification shall be on the Company.

   The  right  of indemnification under this article shall be a contract
right  inuring  to the benefit of the persons entitled to be indemnified
hereunder  and  no  amendment  or repeal of this article shall adversely
affect  any right of such persons existing at the time of such amendment
or repeal.

   The  indemnification provided hereunder shall inure to the benefit of
the  heirs,  executors  and  administrators  of  a  person  entitled  to
indemnification hereunder.

   As  used  in  this article, the terms "Company", "other enterprises",
"expenses",  "liability",  "proceeding",  "agent"  and  "serving  at the
request  of  the  Company"  shall  have the meanings ascribed to them in
Section  607.0850 of the Florida Business Corporation Act or any succes-
sor statute.

   The  right of indemnification under this article shall be in addition
to  and  not  exclusive of all other rights to which persons entitled to
indemnification  hereunder  may  be entitled.  Nothing contained in this
article  shall  affect  any  rights  to indemnification to which persons
entitled  to  indemnification  hereunder  may be entitled by contract or
otherwise under law.

                               ARTICLE VI

                                  - 26 -<PAGE>


                                                               Exhibit 3

                        Resignations and Removals

   SECTION    6.1.  Resignations.  Any Director, officer or agent of the
Company  may resign at any time by giving written notice to the Board of
Directors  or to the Chairman of the Board or to the President or to the
Secretary  of the Company, and any member of any committee may resign by
giving  written  notice either as aforesaid or to the committee of which
he is a member or the chairman thereof.  Any such resignation shall take
effect  at  the  time specified therein or if the time be not specified,
upon  receipt  thereof;  and  unless  otherwise  specified  therein, the
acceptance  of  such  resignation  shall  not  be  necessary  to make it
effective.


                                                     April 16, 1991

   SECTION  6.2.    Removals.    Except  as  otherwise  provided  by the
Certificate   of  Reincorporation  (in  particular  Article  THIRD  (3),
Paragraph  3.06 thereof), the shareholders at any meeting called for the
purpose  by vote of a majority of the shares of capital stock issued and
outstanding  and  entitled to vote at an election of Directors may, with
or  without  cause,  remove  from  office  any  Director.   The Board of
Directors  by  vote  of not less than a majority of the entire Board may
remove  from  office  any officer, assistant officer, agent or member of
any committee whether elected or appointed by it or the President at any
time  with  or without cause, and any assistant officer appointed by the
President  may  likewise  be removed by the President.  Any such removal
from  office shall not affect the contract rights, if any, of the person
so removed.

                               ARTICLE VII
                   Capital Stock and Transfer of Stock

                                                     April 16, 1997

   SECTION  7.1.    Stock  Certificates.    Every  shareholder  shall be
entitled  to  have a certificate or certificates representing all shares
of  the  capital  stock  of  the  Company  to  which such shareholder is
entitled  and,  subject  to  applicable  statutory requirements, in form
prescribed  by the Board of Directors, duly numbered and sealed with the
corporate  seal of the Company or bearing a facsimile thereof, engraved,
lithographed or printed, and setting forth the number and kind of shares
represented thereby.  Such certificates shall be signed by the President
or  a  Vice  President and by the Secretary or an Assistant Secretary of
the  Company.    If  certificates  of  capital  stock of the Company are
manually  signed  on  behalf  of a Transfer Agent, the signatures of the
officers  of  the  Company  may be facsimiles, engraved, lithographed or
printed.

   If  any  officer  who  shall have signed or whose facsimile signature
shall  have  been  placed on a stock certificate shall have ceased to be
such  officer  for  any  reason  before such certificate shall have been
issued, such certificate shall nevertheless be valid.

                                  - 27 -<PAGE>


                                                               Exhibit 3

   SECTION  7.2.   Transfer Agent and Registrar.  The Board of Directors
may  appoint one or more Transfer Agents and/or Registrars for its stock
of  any  class  or  classes  and  may  require  stock certificates to be
countersigned  and/or  registered by one or more of such Transfer Agents
and/or Registrars.

   SECTION 7.3.  Transfer of Stock.  No transfer of the capital stock of
the  Company shall be valid against the Company, its shareholders (other
than  the  transferor)  and  its  creditors  for any purposes (except to
render  the  transferee  liable  for  debts of the Company to the extent
provided  by  law)  until  the  transfer  of  such stock shall have been
registered upon the Company's stock transfer books.

   Shares  of  capital  stock  shall be transferable on the books of the
Company by assignment in writing signed by the holder of record thereof,
his  attorney  legally  constituted  or  his  legal representatives upon
surrender of the certificate or certificates therefor and subject to any
valid restriction on the transfer thereof pursuant to the Certificate of
Reincorporation, these Bylaws or any agreement to which the Company is a
party.  Except as otherwise required by law, neither the Company nor any
transfer  or other agent of the Company shall be bound to take notice of
or  recognize any trust, express, implied or constructive, or any charge
or  equity  affecting  any  of  the  shares  of the capital stock, or to
ascertain  or  inquire whether any sale or transfer of any such share by
any  holder  of record thereof, his attorney legally constituted, or his
legal  representative,  is authorized by such trust, charge or equity or
to recognize any person as having any interest therein except the holder
of record thereof at the time of any such determination.

   SECTION  7.4   Loss of Certificates.  In case of the loss, mutilation
or destruction of a certificate of stock, a duplicate certificate may be
issued upon such terms as the Board of Directors shall prescribe.

                              ARTICLE VIII
                          Bonds and Debentures

   Every  bond or debenture issued by the Company shall be signed by the
President  or  a  Vice  President  and  by the Treasurer or an Assistant
Treasurer or by the Secretary or an Assistant Secretary, and sealed with
the  seal  of  the  Company.    The  seal  may be facsimile, engraved or
printed.   Where such bond or debenture is authenticated with the manual
signature  of  an  authorized  officer of the corporate or other trustee
designated by the indenture of trust or other agreement under which said
security is issued, the signature of any of the Company's officers named
herein  may  be  facsimile.    In  case  any officer who signed or whose
facsimile  signature  has  been used on any such bond or debenture shall
cease to be an officer of the Company for any reason before the same has
been  delivered by the Company, such bond or debenture may be issued and
delivered  as  though  the  person  who  signed  it  or  whose facsimile
signature has been used thereon had not ceased to be such officer.




                                  - 28 -<PAGE>


                                                              Exhibit 3

                               ARTICLE IX            July 12, 1979
                    Checks, Drafts and Certain Other
                  Obligations for the Payment of Money

   All  notes  and  other evidences of indebtedness of the Company other
than  debentures  or  bonds  shall be signed by such officers, agents or
other  persons  as  the  Board  of Directors shall by vote or resolution
direct.    All  checks,  drafts or other orders for the payment of money
shall  be  signed  by  such  officers,  agents  or  other persons as the
President  or  Treasurer  may  designate.    The  signature  of any such
officer,  agent  or other person so designated to sign checks, drafts or
other  orders for the payment of money may be facsimile if authorized by
the President or the Treasurer.

                                ARTICLE X
                                  Seal

   The  seal  of  the Company shall consist of a flat-faced circular die
with  the  words  and  figures "Tampa Electric Company Incorporated 1899
Reincorporated 1949 Florida" cut or engraved thereon.


































                                  - 29 -<PAGE>